As filed with the Securities and Exchange
    Commission on July 27, 2011
 
 Registration
    No. 333-173445
     UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 
  Amendment No. 5
 
 to
 Form S-1
  REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
  CHEFS WAREHOUSE HOLDINGS,
    LLC
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or Other
    Jurisdiction
    of Incorporation or Organization)

5141(Primary Standard
    Industrial
    Classification Code Number)

20-3031526(I.R.S. Employer
    Identification No.)   100 East Ridge Road
 Ridgefield, Connecticut
    06877
 (203) 894-1345
 (Address, including zip code,
    and telephone number,
 including area code, of
    registrants principal executive offices)
  Christopher Pappas
 President and Chief Executive
    Officer
 100 East Ridge Road
 Ridgefield, Connecticut
    06877
 (203) 894-1345
 (Name, address, including zip
    code, and telephone number,
 including area code, of agent
    for service)
  Copies to:
  F. Mitchell Walker, Jr. Esq.
    D. Scott Holley, Esq.
    Bass, Berry & Sims PLC
    150 Third Avenue South, Suite 2800
    Nashville, Tennessee 37201(615) 742-6200

Marc D. Jaffe, Esq.
    Ian D. Schuman, Esq.
    Latham & Watkins LLP
    885 Third Avenue
    New York, New York 10022
    (212) 906-1200   Approximate date of commencement of proposed sale to the
    public:
  o
  o
  o
  o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ(Do not check if a smaller
    reporting company)

Smaller reporting
    company o       The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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EXPLANATORY
    NOTE




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PART II
 INFORMATION NOT REQUIRED IN PROSPECTUS
  Item 13.
    Other Expenses
    of Issuance and Distribution.     SEC Registration Fee

$
9,970FINRA Filing Fee


15,220NASDAQ Global Market Listing Fee


25,000Accounting Fees and Expenses


300,000Legal Fees and Expenses


825,000Printing and Engraving Expenses


160,000Transfer Agent and Registrar Fees


3,500Blue Sky Fees and Expenses


15,000Miscellaneous


601,310Total

$
1,955,000  
  Item 14.
    Indemnification
    of Directors and Officers.       II-1




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Item 15.
    Recent Sales
    of Unregistered Securities.      Item 16.
    Exhibits and
    Financial Statement Schedules.   (a)
    Exhibits.  The attached Exhibit Index is
    incorporated herein by reference.(b)
    Financial Statement Schedules. See the Index to Financial
    Statements included on
    page F-1
    for a list of the financial statements included in this
    registration statement.  Item 17.
    Undertakings.   (a)
    The undersigned registrant hereby undertakes to provide to the
    underwriters at the closing specified in the underwriting
    agreements, certificates in such denominations and registered in
    such names as required by the underwriters to permit prompt
    delivery to each purchaser.(b)
    Insofar as indemnification for liabilities arising under the
    Securities Act may be permitted to directors, officers and
    controlling persons of the undersigned registrant pursuant to
    the foregoing provisions, or otherwise, the II-2




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undersigned registrant has been advised that in the opinion of
    the Securities and Exchange Commission such indemnification is
    against public policy as expressed in the Securities Act and is,
    therefore, unenforceable. In the event that a claim for
    indemnification against such liabilities (other than the payment
    by the registrant of expenses incurred or paid by a director,
    officer or controlling person of the registrant in the
    successful defense of any action, suit or proceeding) is
    asserted by such director, officer or controlling person in
    connection with the securities being registered, the undersigned
    registrant will, unless in the opinion of its counsel the matter
    has been settled by controlling precedent, submit to a court of
    appropriate jurisdiction the question whether such
    indemnification by it is against public policy as expressed in
    the Securities Act and will be governed by the final
    adjudication of such issue. (c)
    The undersigned registrant hereby undertakes that: (1)
    For purposes of determining any liability under the Securities
    Act, the information omitted from the form of prospectus filed
    as part of this registration statement in reliance upon
    Rule 430A and contained in a form of prospectus filed by
    the undersigned registrant pursuant to Rule 424(b)(1) or
    (4) or 497(h) under the Securities Act shall be deemed to
    be part of this registration statement as of the time it was
    declared effective.(2)
    For the purpose of determining any liability under the
    Securities Act, each post-effective amendment that contains a
    form of prospectus shall be deemed to be a new registration
    statement relating to the securities offered therein, and the
    offering of such securities at that time shall be deemed to be
    the initial bona fide offering thereof.(3)
    For the purpose of determining any liability under the
    Securities Act, each prospectus filed pursuant to
    Rule 424(b) as part of a registration statement relating to
    this offering, other than registration statements relying on
    Rule 430B or other than prospectuses filed in reliance on
    Rule 430A, shall be deemed to be part of and included in
    this registration statement as of the date it is first used
    after effectiveness. Provided, however, that no statement made
    in a registration statement or prospectus that is part of this
    registration statement or made in a document incorporated or
    deemed incorporated by reference into this registration
    statement or prospectus that is part of this registration
    statement will, as to a purchaser with a time of contract of
    sale prior to such first use, supersede or modify any statement
    that was made in the registration statement or prospectus that
    was part of this registration statement or made in any such
    document immediately prior to such date of first use.(4)
    For the purpose of determining liability of the undersigned
    registrant under the Securities Act to any purchaser in the
    initial distribution of the securities, in a primary offering of
    securities of the undersigned registrant pursuant to this
    registration statement, regardless of the underwriting method
    used to sell the securities to the purchaser, if the securities
    are offered or sold to such purchaser by means of any of the
    following communications, the undersigned registrant will be a
    seller to the purchaser and will be considered to offer or sell
    such securities to such purchaser: i.
    Any preliminary prospectus or prospectus of the undersigned
    registrant relating to the offering required to be filed
    pursuant to Rule 424;ii.
    Any free writing prospectus relating to the offering prepared by
    or on behalf of the undersigned registrant or used or referred
    to by the undersigned registrant;iii.
    The portion of any other free writing prospectus relating to the
    offering containing material information about the undersigned
    registrant or its securities provided by or on behalf of the
    undersigned registrant; andiv.
    Any other communication that is an offer in the offering made by
    the undersigned registrant to the purchaser. II-3




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SIGNATURES
 
  th
 
  CHEFS WAREHOUSE HOLDINGS, LLC
  By:
    /s/  Christopher
    Pappas       
 SIGNATURE

TITLE

DATE/s/  Christopher
    PappasChristopher
    Pappas

Chairman, President and Chief Executive Officer (Principal
    Executive Officer)

July 27, 2011*John
    Pappas

Director and Vice Chairman

July 27, 2011/s/  Kenneth
    ClarkKenneth
    Clark

Chief Financial Officer
    (Principal Financial and Accounting Officer)

July 27, 2011*Dean
    Facatselis

Director

July 27, 2011*John
    Couri

Director

July 27, 2011*By:

/s/  Christopher
    PappasChristopher
    Pappas
    Attorney-in-fact  
 II-4




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EXHIBIT INDEX
    
 EXHIBITNUMBER

EXHIBIT DESCRIPTION1
.1**

Form of Underwriting Agreement.3
.1**

Certificate of Formation of Chefs Warehouse Holdings, LLC.3
.2**

Second Amended and Restated Limited Liability Company Agreement
    of Chefs Warehouse Holdings, LLC.3
.3

Form of Certificate of Incorporation of The Chefs
    Warehouse, Inc.3
.4**

Form of Bylaws of The Chefs Warehouse, Inc.4
.1**

Form of Common Stock Certificate.5
.1

Form of Opinion of Bass, Berry & Sims PLC.10
.1**

Sublease between A.L. Bazzini Co., Inc. and Dairyland USA
    Corporation, dated as of April 1, 2003.10
.2**

Lease between The Chefs Warehouse Leasing Co., LLC and
    Dairyland USA Corporation, dated as of December 29, 2004.10
.3**

Employment Letter by and among Chefs Warehouse Holdings,
    LLC, Dairyland USA Corporation, The Chefs Warehouse, LLC,
    The Chefs Warehouse West Coast, LLC, Bel Canto Foods, LLC,
    and Christopher Pappas.10
.4**

Written Description of Oral Amendment to Employment Letter by
    and among Chefs Warehouse Holdings, LLC, Dairyland USA
    Corporation, The Chefs Warehouse, LLC, The Chefs
    Warehouse West Coast, LLC, Bel Canto Foods, LLC, and Christopher
    Pappas.10
.5**

First Amendment to Employment Letter by and between Chefs
    Warehouse Holdings, LLC, Dairyland USA Corporation, The
    Chefs Warehouse, LLC, The Chefs Warehouse West
    Coast, LLC, Bel Canto Foods, LLC, JP Morgan Chase & Co, and
    Christopher Pappas, dated as of December 12, 2008.10
.6**

Employment Letter by and among Chefs Warehouse Holdings,
    LLC, Dairyland USA Corporation, The Chefs Warehouse, LLC,
    The Chefs Warehouse West Coast, LLC, Bel Canto Foods, LLC,
    and John Pappas.10
.7**

Written Description of Oral Amendment to Employment Letter by
    and among Chefs Warehouse Holdings, LLC, Dairyland USA
    Corporation, The Chefs Warehouse, LLC, The Chefs
    Warehouse West Coast, LLC, Bel Canto Foods, LLC, and John Pappas.10
.8**

First Amendment to Employment Letter by and between Chefs
    Warehouse Holdings, LLC, Dairyland USA Corporation, The
    Chefs Warehouse, LLC, The Chefs Warehouse West
    Coast, LLC, Bel Canto Foods, LLC, JP Morgan Chase & Co, and
    John Pappas, dated as of December 12, 2008.10
.9**

Letter Agreement between Chefs Warehouse Holdings, LLC and
    Kenneth Clark, dated as of March 6, 2009.10
.10**

Letter Agreement between Chefs Warehouse Holdings, LLC and
    James Wagner, dated as of April 8, 2011.10
.11**

Letter Agreement between Chefs Warehouse Holdings, LLC and
    Frank ODowd, dated as of January 28, 2007.10
.12**

Employee Confidentiality, Non-Solicit, Non-Interference,
    Non-Compete and Severance Agreement by and between Chefs
    Warehouse Holdings, LLC, The Chefs Warehouse, LLC,
    Dairyland USA Corporation, and James Wagner, dated as of April
    16, 2008.10
.13**

The Chefs Warehouse, Inc. 2011 Omnibus Equity Incentive
    Plan.10
.14**

Form of Non-Qualified Stock Option Agreement (Officers and
    Employees).10
.15**

Form of Non-Qualified Stock Option Agreement (Directors).10
.16**

Form of Restricted Share Unit Award Agreement (Directors).10
.17**

Form of Restricted Share Award Agreement (Officers and
    Employees).10
.18**

Form of Restricted Share Award Agreement (Directors).10
.19**

Form of Incentive Stock Option Agreement.10
.20**

Sublease Agreement between The Chefs Warehouse Leasing
    Co., LLC and Dairyland USA Corporation, dated as of
    December 1, 2004.10
.21**

Amended letter agreement between Chefs Warehouse Holdings,
    LLC and James Wagner, dated as of June 28, 2011.10
.22**

Form of Employment Agreement by and between The Chefs
    Warehouse, Inc. and Christopher Pappas. 
 II-5




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EXHIBITNUMBER

EXHIBIT DESCRIPTION10
.23**

Form of Employment Agreement by and between The Chefs
    Warehouse, Inc. and John Pappas.10
.24**

Form of Indemnification Agreement by and between The Chefs
    Warehouse, Inc. and its directors and executive officers.21
.1

Subsidiaries of Chefs Warehouse Holdings, LLC.23
.1**

Consent of BDO USA, LLP.23
.2

Consent of Bass, Berry & Sims PLC (included in their
    opinion filed as Exhibit 5.1).23
.3**

Consent of Kevin Cox.23
.4**

Consent of Stephen Hanson.23
.5**

Consent of John Austin.24
.1**

Power of Attorney.  
    *
    
    To be filed by amendment.**
    
    Previously filed.
    
    Denotes a management contract or
    compensatory plan or arrangement. II-6